A passionate and tragic love affair between a college professor and a student is at the heart of the new film by Spanish film director Isabel Coixet, adapted from a novel by acclaimed American author Philip Roth. Alan Silverman has this look at Elegy.

David Kepesh is a distinguished literature professor and award-winning author. He is also an admitted womanizer who has, over the years, insulated himself from falling in love with any of the women - most often, younger women - who have entered his life. All of that changes with Consuela Castillo, a former student from one of his university classes.

The flirtation leads to a passionate affair; but Cuban-born Consuela, who is older than most of Kepesh's previous lovers, will not allow him to get away with treating her as merely another conquest.

Elegy is adapted from Philip Roth's 2001 novel The Dying Animal, his third book featuring the fictional professor Kepesh (who some literary critics have suggested is the author's alter ego). The film stars English Oscar-winner Sir Ben Kingsley as Kepesh with Penelope Cruz as the captivating and haunting Consuela. The Spanish screen star credits author Roth with creating a character she felt drawn to play.

"I think Kepesh - [Ben] Kingsley's character - really can see who Consuela is and that scares him even more because she is 30 years younger, " Cruz explains, "but she can see that sometimes she is the adult and he is much more frightened than her about life ...about confronting important things in life. He is terrified about love and I think Kingsley did an amazing performance. He is one of my favorite actors. I was obsessed with that book for five years and I don't imagine anybody better to play Kepesh than Kingsley."

"He just captures the male consciousness. I think very few writers have ever really gone to where he goes. It is simplistic in one sense and yet very honest about males in another," Hopper says.

Director Isabel Coixet is the first female filmmaker to tackle a novel by Philip Roth, whose stories are told almost exclusively from the male point of view. However, Coixet says that women know these characters well.

"I really understand David Kepesh," Coixet explains. "I understand why does what he does. I understand his fear. I understand his panic. I understand that there is this really big void in the center of his infatuation."

Unlike many contemporary directors who observe the action on video monitors hooked up to the film cameras, Coixet operates her own camera, putting her into the scene with the actors. Sir Ben Kingsley admires how that helps Coixet guide the cast to create intimate and realistic portrayals of their characters.

"She values restraint. She will not exaggerate or lie or film an untruth," says Kingsley. "At the risk of it almost being invisible, she will put the camera in a certain place where it is pretty inevitable that the actors are going to have to tell the truth, under her scrutiny, but it can be minimalistic and that is why I really enjoy working with her."

The Elegy cast also features Patricia Clarkson as the one woman his own age with whom Kepesh has a relationship. Peter Sarsgaard plays the professor's estranged son. Nicholas Meyer adapted the novel The Dying Animal into the film script for Elegy.